UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934

                  For the quarterly period ended March 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 333-151398

                              BEDROCK ENERGY, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                        02-0511381
 ------------------------                         ------------------------
 (State of Incorporation)                         (IRS Employer ID Number)

            8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-794-4398
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X]   No [  ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]                              Accelerated filer [  ]
Non-accelerated filer  [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 13, 2009, there were 3,495,524 shares of the registrant's common stock
issued and outstanding.



<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                         Page
                                                                        ----

         Balance Sheets - March 31, 2009 and December 31, 2008           F-1

         Statements of Operations  -
                  Three months ended March 31, 2009 and 2008 and
                  From March 17, 1999 (Inception) to March 31, 2009      F-2

         Statements of Cash Flows -
                  Three months ended March 31, 2009 and 2008 and
                  From March 17, 1999 (Inception) to March 31, 2009      F-4

         Notes to the Financial Statements                               F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                               1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
                - Not Applicable

Item 4. Controls and Procedures                                           3

Item 4T.  Controls and Procedures                                         4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                               4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      4

Item 3.  Defaults Upon Senior Securities - Not Applicable                 5

Item 4.  Submission of Matters to a Vote of Security Holders
                - Not Applicable                                          5

Item 5.  Other Information - Not Applicable                               5

Item 6.  Exhibits                                                         5
SIGNATURES                                                                6


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                   BEDROCK ENERGY, INC.
                           (A Company in the Development Stage)

                                      BALANCE SHEETS
                                                                          March 31,              December 31,
                                                                             2009                    2008
                                                                        ---------------         ----------------
                              ASSETS                                     (Unaudited)               (Audited)
                              ------
<S>                                                                     <C>                     <C>

CURRENT ASSETS:
   Cash                                                                        $ 6,113                 $ 11,662
   Prepaid Expenses                                                             15,750                       -
                                                                        ---------------         ----------------
                       Total Current Assets                                     21,863                   11,662

PROPERTY:
   Oil and Gas Lease                                                             1,122                       -
                                                                        ---------------         ----------------

                           TOTAL ASSETS                                       $ 22,985                 $ 11,662
                                                                        ===============         ================


               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                                                            $ 3,464                  $ 2,368
   Loan from Affiliates                                                          3,750                    3,750
   Loan from Shareholders                                                        6,930                    6,930
                                                                        ---------------         ----------------

                         Total Liabilities                                      14,144                   13,048
                                                                        ---------------         ----------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred shares, no par value, non voting: 10,000,000
     shares authorized; no shares issued and outstanding                             -                        -
   Common shares, $.001 par value, voting: 200,000,000
     shares authorized; 3,495,524 and 2,845,524 issued and
     outstanding, respectively                                                   3,495                    2,845
   Additional paid in capital                                                  419,780                  387,930
   Deficit accumulated during the development stage                           (414,434)                (392,161)
                                                                        ---------------         ----------------

               Total Shareholders' Equity (Deficit)                              8,841                   (1,386)
                                                                        ---------------         ----------------

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $ 22,985                 $ 11,662
                                                                        ===============         ================

</TABLE>

             The accompanying notes are an integral part of these statements.

                                           F-1

<PAGE>

<TABLE>
<CAPTION>

                                  BEDROCK ENERGY, INC.
                          (A Company in the Development Stage)

                                STATEMENTS OF OPERATIONS
                                      (Unaudited)

                                                                                                  Period From
                                                                                                  (Inception)
                                                                                                  March 17, 1999
                                                     For the Three Months Ended                     Through
                                              March 31, 2009             March 31, 2008           March 31, 2009
                                          -----------------------    -----------------------    -----------------
<S>                                       <C>                        <C>                        <C>

OPERATING EXPENSES:
   Salaries and related expenses          $                          $                    -      $       112,128
   Professional fees                                       2,804                      6,485               92,087
   Rent                                                        -                          -                3,801
   Service fees                                           16,750                      3,375              199,025
   Travel and entertainment                                1,251                          -               34,447
   General and administrative                              1,468                      1,614               33,087
                                          -----------------------    -----------------------    -----------------
        Total Operating Expenses                          22,273                     11,474              474,575
                                          -----------------------    -----------------------    -----------------

             Operating loss                              (22,273)                   (11,474)            (474,575)

OTHER INCOME:
   Other, net                                                  -                          -               60,141
                                          -----------------------    -----------------------    -----------------

NET LOSS
   BEFORE INCOME TAXES                                   (22,273)                   (11,474)            (414,434)

   Provision for income taxes                                  -                          -                    -
                                          -----------------------    -----------------------    -----------------

NET LOSS                                               $ (22,273)                 $ (11,474)          $ (414,434)
                                          =======================    =======================    =================


Basic and diluted
   (loss) per common share                               $ (0.01)                   $ (0.01)
                                          =======================    =======================

Basic and diluted
   weighted-average number
   of common shares outstanding                        3,203,857                  2,363,024
                                          =======================    =======================
</TABLE>






             The accompanying notes are an integral part of these statements.

                                           F-2

<PAGE>

<TABLE>
<CAPTION>

                                              BEDROCK ENERGY, INC.
                                      (A Company in the Development Stage)

                            STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                                  (Unaudited)

                                                                                                                         Total
                                         Common Shares             Preferred Shares       Additional                 Shareholders'
                                       $.001 Par Value              No Par Value           Paid-in                      Equity
                                   Shares         Amount        Shares          Amount     Capital       Deficit       (Deficit)
                                ---------------------------  -------------------------  ------------  ------------ ----------------
<S>                             <C>              <C>         <C>            <C>         <C>           <C>          <C>

BALANCES, Inception, March 17,
        1999                                 -   $       -              -   $       -   $         -   $         -   $            -
   Issuance of shares for
        services and cash              950,706         950              -           -        43,825             -           44,775
   Net loss                                  -            -             -           -             -       (29,784)         (29,784)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 1999            950,706         950              -           -        43,825       (29,784)          14,991
   Issuance of shares for debt,
        services and cash               39,818          40              -           -       140,960             -          141,000
   Net loss                                  -           -              -           -             -      (215,994)        (215,994)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2000            990,524         990              -           -       184,785      (245,778)         (60,003)
   Net income                                -           -              -           -             -         9,233            9,233
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2001            990,524         990              -           -       184,785      (236,545)         (50,770)
   Net income                                -           -              -           -             -        49,137           49,137
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2002            990,524         990              -           -       184,785      (187,408)          (1,633)
   Net loss                                  -           -              -           -             -          (890)            (890)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2003            990,524         990              -           -       184,785      (188,298)          (2,523)
   Net loss                                  -           -              -           -             -        (5,657)          (5,657)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2004            990,524         990              -           -       184,785      (193,955)          (8,180)
   Net loss                                  -           -              -           -             -       (36,000)         (36,000)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2005            990,524         990              -           -       184,785      (229,955)         (44,180)
   Net loss                                  -           -              -           -             -       (36,000)         (36,000)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2006            990,524         990              -           -       184,785      (265,955)         (80,180)
   Issuance of shares for debt,
         services and cash           1,245,000       1,245              -           -       165,255             -          166,500
   Net loss                                  -           -              -           -             -       (78,097)         (78,097)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2007          2,235,524       2,235              -           -       350,040      (344,052)           8,223
   Issuance of shares for
        services and cash              610,000         610              -           -        37,890             -           38,500
   Net loss                                  -           -              -           -             -       (48,109)         (48,109)
                                ---------------------------  -------------  ----------  ------------  ------------ ----------------

BALANCES, December 31, 2008          2,845,524       2,845              -           -       387,930      (392,161)          (1,386)
   Issuance of shares for
        services                       650,000         650              -           -        31,850             -           32,500
   Net loss                                  -           -              -           -             -       (22,273)         (22,273)

                                ---------------  ----------  ---------------------------------------  ------------ ----------------
BALANCES, March 31, 2009             3,495,524     $ 3,495              -   $       -     $ 419,780     $(414,434)         $ 8,841
                                ===============  ==========  =======================================  ============ ================
</TABLE>


                The accompanying notes are an integral part of these statements.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                                      BEDROCK ENERGY, INC.
                              (A Company in the Development Stage)

                                    STATEMENTS OF CASH FLOWS
                                          (Unaudited)
                                                                                                            Period From
                                                                                                            (Inception)
                                                                                                            March 17, 1999
                                                                For the Three Months Ended                    Through
                                                        March 31, 2009             March 31, 2008           March 31, 2009
                                                     ----------------------     ----------------------    -----------------
<S>                                                  <C>                        <C>                       <C>

CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                           $          $ (22,273)     $             (11,474)    $       (414,434)
   Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
     Issuance of common shares for services                         32,500                      9,000              155,775
     Issuance of debt for services                                      -                          -                12,000
     Debt forgiveness                                                   -                          -               (62,509)
     (Increase) in current assets                                  (15,750)                    (5,625)             (15,750)
     Increase in accounts payable                                    1,096                      1,316              127,041
                                                     ----------------------     ----------------------    -----------------

       Net cash used in operating activities                        (4,427)                    (6,783)            (197,877)
                                                     ----------------------     ----------------------    -----------------

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of Lease                                                 (1,122)                        -                (1,122)
                                                     ----------------------     ----------------------    -----------------

       Net cash used in investing activities                        (1,122)                        -                (1,122)
                                                     ----------------------     ----------------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party payable                                   -                         -                21,612
   Sale of common shares                                                 -                     10,000              183,500
                                                     ----------------------     ----------------------    -----------------

     Net cash provided by financing activities                           -                     10,000              205,112
                                                     ----------------------     ----------------------    -----------------

NET (DECREASE) INCREASE IN CASH                                     (5,549)                     3,217                6,113

CASH, BEGINNING OF PERIOD                                           11,662                     18,771                    -
                                                     ----------------------     ----------------------    -----------------

CASH, END OF PERIOD                                   $              6,113      $              21,988      $         6,113
                                                     ======================     ======================    =================


NONCASH ACTIVITIES:
   Issuance of common shares for debt                 $                 -       $                  -       $        84,000
                                                     ======================     ======================    =================
</TABLE>







                The accompanying notes are an integral part of these statements.

                                              F-4



<PAGE>



                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The  Company was  incorporated  in  Colorado  on August 11,  2004,  and its name
changed  to Bedrock  Energy,  Inc.  on October  18,  2007 from  CellTouch,  Inc.
Enviromart.com,  Inc. was  incorporated  in New  Hampshire in March of 1999.  On
September 21, 2004 CellTouch,  Inc. and Enviromart.com,  Inc.  (collectively the
"Company")  were merged under the laws of the State of Colorado  and  CellTouch,
Inc. became the surviving entity.  The Company has been in the development stage
since its  inception.  Activities  through March 31, 2009 include the raising of
equity  capital  and  the  formation  of  a  previous   business  plan  to  sell
environmental products over the Internet as well as the current business plan to
merge  with or  acquire  and  develop  assets  from a company in the oil and gas
industry.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements  and notes are presented as permitted by Form 10-Q, and do
not contain certain information  included in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2008. It is the  Company's  opinion
that when the interim  financial  statements  are read in  conjunction  with the
December 31, 2008 Annual Report on Form 10-K,  the  disclosures  are adequate to
make  the  information  presented  not  misleading.   Interim  results  are  not
necessarily indicative of results for a full year or any future period.

Statement of Cash Flows

For  purposes  of the  statements  of cash  flows,  cash  includes  deposits  in
commercial bank accounts.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability  method of SFAS No.  109,  deferred  tax  assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Income Per Share

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make  estimates and  assumptions  that affect the reported  amount of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates,
and such differences may be material to the financial statements.

                                      F-5

<PAGE>

                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.

Going Concern

The  Company's  financial  statements  for the three months ended March 31, 2009
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.  The Company  reported an  accumulated  deficit in the  development
stage of $414,434 as of March 31, 2009.  The Company did not recognize  revenues
from its activities  during the three months ended March 31, 2009. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

Management's  plans in this regard are to raise capital  through the issuance of
common  shares  as well as seek a merger  partner.  The  accompanying  financial
statement  do  not  include  any  adjustments   relating  to  the  recovery  and
classification  of recorded  asset amounts or the amount and  classification  of
liabilities that might be necessary should the Company discontinue operations.

NOTE 2 - OIL AND GAS LEASE

On February 12,  2009,the  Company  acquired a 100% net revenue  interest in 240
acres in Morgan County,  Colorado in exchange for cash of $1,122. The acreage in
Morgan County,  Colorado,  is located  approximately  forty-five  miles north of
Denver,  Colorado  and lies in what is called the  Denver,  Julesberg  Basin (DJ
Basin).  The DJ  Basin  is the  predominant  geological  structure  in  Northern
Colorado.  The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common  source of oil and gas. The acreage in Morgan  County has forty (40) acre
drilling and spacing  units for the  production  of oil and gas from the "D" and
"J" sand formations.

The acreage  contained within these leases have a 10-year "primary term" (2018),
but  may be  extended  if  drilling  operations  are in  progress,  or if  other
conditions  are met.  The term of a lease  can  continue  as long as the  lessee
produces oil and gas in paying quantities during the term of the lease.

NOTE 3 - SHAREHOLDERS' EQUITY

Preferred Share

The Company is authorized to issue  10,000,000  shares of no par value preferred
stock. As of March 31, 2009, the Company has no shares issued and outstanding.

Common Share

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  On March 24, 2008,  the Company,  as a result of  shareholder  approval,
implemented a one share for two share reverse stock split.  As of March 31, 2009
and 2008,  there were a total of 3,495,524 and 2,425,524  shares of common stock
issued and outstanding respectively.

                                      F-6

<PAGE>

                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)

During the three  months  ended March 31,  2009,  the Company  issued a total of
650,000  shares of its common  stock for  services  valued at a value of $32,500
(See Note 3) or $.05 per share.  Of the 650,000  common  shares,  350,000 shares
were issued to the Company's directors.

During the three months ended March 31, 2008,  the Company issued 190,000 shares
of its common  stock,  of which  90,000 of these shares were issued for services
rendered at a value of $9,000 (See Note 3) and 100,000  shares issued as part of
a private placement in the amount of $10,000 in cash.

On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of 1933. The funds were used to pay the costs associated with its administration
and  payment of  professional  fees to bring the  Company  to a fully  reporting
company  within  compliance of the  Securities Act of 1933 and 1934. As of March
31,  2008,  the  Company  sold a total of  700,000  shares of common  stock (pre
reverse stock split) as part of this private placement for a total of $35,000 in
cash.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of March 31, 2009,  the Company owes the officers a total $6,930 plus a total
of $2,368 in accrued interest relative to previously issued promissory notes.

During the three  months  ended  March 31,  2009,  the Company  issued  total of
350,000 shares of common stock to its two Board members in exchange for services
to be rendered  during the period March 1, 2009  through  December 31, 2009 at a
value of $17,500  (250,000 shares to Mr. Nichols and 100,000 shares to Mr. Sears
). As of March  31,  2009,  the  Company  has  prepaid  expense  of  $15,750  in
consulting  fees as a result of the  issuance  of the  350,000  shares of common
stock to its directors.

During the three  months  ended  March 31,  2008,  the  Company  authorized  the
issuance of 30,000  shares of common stock to each of its three Board members in
exchange  for services  rendered  during the year 2007 in the amount of $500 and
during the year 2008 in the amount of $2,500.

NOTE 5 - INCOME TAXES

As of March 31,  2009,  the Company had net  operating  loss  carryforwards  for
income tax and financial  reporting purposes of approximately  $329,000 expiring
in the years 2014  through  2028.  The deferred tax assets that result from such
operating loss carryforwards of approximately $110,000 as of March 31, 2009 have
been fully reserved for in the  accompanying  financial  statements.  During the
three months ended March 31, 2009, the valuation  allowance  established against
the net operating loss carryforwards increased by $8,000.





                                      F-7

<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

PLAN OF OPERATIONS

We had no  operations  prior to and we had no revenues  during the three  months
ended March 31, 2009. We have minimal  capital and minimal cash. We are illiquid
and need cash infusions from investors or  shareholders to provide  capital,  or
loans from any sources.

We are an oil and gas exploration and development  company focused on creating a
portfolio of North  American  assets,  located in the central and Western United
States  that  exhibit  consistent,   predictable,   and  long-lived   production
capabilities.   We  plan  to  build  value  for  its  shareholders  through  the
acquisition  and  development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be  economically  produced at a low risk to
us relying  on joint  venture  partners  to supply  most of the funds  needed to
explore or develop these properties.

We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming,  Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production  or revenue  generating  opportunities  either by lease  purchase  or
farmout, when available, with third parties and industry partners.

On February  12, 2009,  we acquired a 100% net revenue  interest in 240 acres in
Morgan County Colorado which is located  approximately forty five miles north of
Denver,  Colorado  and lies in what is called the  Denver,  Julesberg  Basin (DJ
Basin).  The DJ  Basin  is the  predominant  geological  structure  in  Northern
Colorado.  The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common  source of oil and gas. The acreage in Morgan  County has forty (40) acre
drilling and spacing  units for the  production  of oil and gas from the "D" and
"J" sand formations.

The acreage  contained within these leases have a 10-year "primary term" (2018),
but  may be  extended  if  drilling  operations  are in  progress,  or if  other
conditions  are met.  The term of a lease  can  continue  as long as the  lessee
produces oil and gas in paying quantities during the term of the lease.

We will need  substantial  additional  capital to support  our  proposed  future
energy  operations.  We have no revenues.  We have no  committed  source for any
funds as of date  hereof.  No  representation  is made  that any  funds  will be
available when needed.  In the event funds cannot be raised when needed,  we may
not be able to carry out our business  plan,  may never achieve sales or royalty
income, and could fail in business as a result of these uncertainties.

Decisions  regarding future  participation  in exploration  wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular   case,   decide  to   participate  or  decline   participation.   If

                                       1
<PAGE>

participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

RESULTS OF OPERATIONS

For the Three  Months  Ended March 31, 2009  Compared to the Three  Months Ended
March 31, 2008

During the three months ended March 31, 2009 and 2008,  we did not recognize any
revenues from our business activities.

During the three  months  ended  March 31,  2009,  we incurred  total  operating
expenses of $22,273  compared to $11,474 during the three months ended March 31,
2008.  The  increase  of $10,799  was a result of $13,375  increase  in services
offset by a decrease of $3,681 decrease in professional  services.  The increase
in services was a result of our activities in acquiring leases.

During the three months ended March 31, 2009,  we incurred a net loss of $22,273
compared to a net loss of $11,474  during the three months ended March 31, 2008.
The decrease of $10,799 is a result of the $13,375  increase in services  offset
by the $3,681 decrease in professional services, as discussed above.

LIQUIDITY

At March 31, 2009, we had total assets of $21,863,  consisting of cash of $6,113
and a prepaid expense of $15,750. At March 31, 2009, we had total liabilities of
$14,144,  consisting  of $3,464 in accounts  payables  and $10,680 in loans from
affiliates and shareholders. At March 31, 2009, we had an accumulated deficit of
$414,434.

During the three  months  ended  March 31,  2009,  we used net cash of $4,427 in
operational  activities.  During the three months ended March 31, 2008,  we used
net cash of $6,783 in  operational  activities.  During the three  months  ended
March 31, 2009,  we  recognized a net loss of $22,273,  which was adjusted for a
non-cash activity of $32,500 in common stock that was issued for services.

During the three months ended March 31, 2009,  the Company issued 350,000 shares
of common stock to its two Board members in exchange for services to be rendered
during the period March 1, 2009 through December 31, 2009 at a value of $17,500.
As of March 31, 2009,  the Company has prepaid  expense of $15,750 in consulting
fees as a result of the  issuance of the 350,000  shares of common  stock to its
directors.

During the three  months  ended March 31,  2009,  the Company used $1,122 in its
investing  activities.  The  funds  were  used to  purchase  a 100% net  revenue
interest in 240 acres in Morgan  County,  Colorado as  discussed  in the Plan of
Operations.

During the three months ended March 31, 2009, the Company  neither  received nor
used funds in its investing activities.  During the three months ended March 31,
2008, the Company  received $10,000 from its financing  activities.  The $10,000
was from the sale of 100,000 shares of the Company's restricted common stock.

We have  minimal  cash at March  31,  2009 and no other  assets,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.



                                       2
<PAGE>



Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.  In addition,  the United States is experiencing severe instability in
the  commercial and  investment  banking  systems which is likely to continue to
have  far-reaching  effects  on the  economic  activity  in the  country  for an
indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial  Officer  for  the  quarter  ended  March  31,  2009,  carried  out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing evaluation,  Messrs.  Nichols and
Sears have concluded  that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including our Chief  Executive  Officer and Chief  Financial  Officer,  to allow
timely decisions  regarding required disclosure as a result of the deficiency in
our internal control over financial reporting discussed below.



                                       3
<PAGE>


ITEM 4T. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

ITEM 2.  CHANGES IN SECURITIES

The Company made the following unregistered sales of its securities from January
1, 2009 to March 31, 2009.

<TABLE>
<CAPTION>

  DATE OF SALE      TITLE OF SECURITIES      NO. OF SHARES           CONSIDERATION           CLASS OF PURCHASER
----------------- ------------------------- ---------------- ------------------------------ ----------------------
<S>               <C>                       <C>              <C>                            <C>

 March 2009       Common stock              350,000          $17,500 Services               Directors
----------------- ------------------------- ---------------- ------------------------------ ----------------------
   March 2009     Common stock              300,000          $15,000 Services               Affiliate
----------------- ------------------------- ---------------- ------------------------------ ----------------------
</TABLE>

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  All of the  individuals  and/or  entities  listed above that
purchased the unregistered securities were almost all existing shareholders, all
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,   as  long  standing  business  associates,  and  employees.  All
purchasers  were  provided  access  to  all  material  information,  which  they
requested,  and all  information  necessary to verify such  information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers of the  unregistered  securities  acquired such  securities  for
investment and not with a view toward distribution, acknowledging such intent to
the Company.  All certificates or agreements  representing  such securities that
were issued contained  restrictive legends,  prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first  registered  or  otherwise  exempt from  registration  in any
further resale or disposition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               NONE.


                                       4
<PAGE>

ITEM 5.  OTHER INFORMATION

               NONE.


ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act

     Exhibit 31.2  Certification of Chief Financial  Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
                   Section 906 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Financial  Officer  pursuant to
                   Section 906 of the Sarbanes-Oxley Act



















                                       5
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                 BEDROCK ENERGY, INC.
                                 (Registrant)



Dated:   May 13, 2009            By: /s/ W. Edward Nichols
                                     ---------------------------------------
                                      W. Edward Nichols, President, Chief
                                        Executive Officer





Dated:   May 14, 2009            By: /s/Herbert T. Sears
                                     ---------------------------------------
                                     Herbert T. Sears, Chief Financial Officer





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